Otto Octavius (Earth-616)
| CurrentAlias = Spider-Man | Aliases = Doctor Octopus, Doc Ock, The Master Planner, The Master Programmer, Peter Benjamin Parker, Superior Spider-ManAmazing Spider-Man Vol 1 700 | Identity = Secret | Alignment = Neutral | Affiliation = As Spider-Man: , Spiderlings; As Peter Parker: Horizon Labs; As Doctor Octopus: formerly Thunderbolts Army; Former leader of the and the Masters of Evil | Relatives = As Otto Octavius: Torbert (father, deceased) Mary Lavinia (mother, deceased) Thomas Hargrove (cousin) Karl Octavius (uncle) As Peter Parker: Richard Parker (father, deceased); Mary Parker (mother, deceased); Benjamin Parker (uncle, deceased); May Parker (aunt); Will Fitzpatrick (grandfather, presumably deceased); Jay Jameson (step-uncle) John Jonah Jameson (step-cousin) Ben Reilly (clone, deceased); Kaine (clone); Spidercide (clone, allegedly deceased); Guardian (clone, deceased); Mary Jane Watson-Parker (wife prior to excision of any and all records of marriage, now ex-fiancée); May Parker (daughter, allegedly deceased); Philip Watson (father-in-law prior to excision); Madeline Watson (mother-in-law prior to excision); Gayle Watson-Byrnes (sister-in-law prior to excision); Venom Symbiote (former symbiote); | Universe = Earth-616 | BaseOfOperations =Spider-Island Two, New York City | Gender = Male | Height = 5'10" | Height2 = , 5'9" as Otto Octavius | Weight = 167 lbs. | Weight2 = , 245 lbs as Otto Octavius | Eyes = Hazel | Eyes2 = , Brown as Otto Octavius | Hair = Brown | Hair2 = , Bald as Otto Octavius | UnusualFeatures = | CharRef = | Citizenship = American | MaritalStatus = Dating | Occupation = Vigilante, adventurer; former criminal mastermind and atomic researcher | Education = Ph.D. in Nuclear physics | Origin = | PlaceOfBirth = Schenectady, New York | Creators = Stan Lee; Steve Ditko | First = Category:Silver-Age Characters | Death = | HistoryText = The son of an overbearing mother and a bullying father, Otto Octavius grew up to become to into not following in his father's footsteps. Otto's hard work payed off when he graduated at the top of his class and became a researcher at the Atomic researc a reclusive in school. His father would roar at Otto to use violence when dealing with bullies whilst his mother, on the other hand, always put Otto off using violence. Sometimes Torbert would beat Otto during rages, earning Otto's hatred. When Torbert was killed in a construction accident during Otto's first year of college, his mother Mary Lavinia used her husband's early death to manipulate Oth center. To help manipulate radioactive substances from a safe distance, Otto constructed a chest harness controlling four mechanical, tentacle-like arms - earning him the nickname Doctor Octopus. Otto then met fellow researcher Mary Alice Anders and impressed her with his invention, falling in love with her in the process. When Otto pronounced his intentions to marry her, his mother was against it, saying nobody was good enough for her son, causing him to break off his engagement. When Otto discovered his mother dating behind his back, he blew up in rage at her. During the argument, Mary died of a heart attack, leaving Otto without a mother and with bitter feelings. In a freak laboratory accident, volatile liquids exploded - bombarding the scientist with radiation. The substances left him capable of mentally controlling the arms, but the accident also caused irreversible brain damage - transforming the respected scientist into a megalomaniacal superhuman criminal. Waking in a hospital, Otto knew this newfound strength - combined with his awesome intellect - could render him supremely powerful. Holding the medical staff hostage, he easily defeated Spider-Man in their first encounter. Doc Ock then took control of a leading nuclear research facility and again squared off with the wall-crawler, who this time defeated him with one punch to the jaw . After serving time, Doc Ock attempted to raise funds by springing gangster Blackie Gaxton from a Philadelphia prison - assisted by Gaxton's lawyer, Bennett Brant. Spider-Man foiled the scheme, but could not save Bennett from being shot in front of his sister, Betty Brant. After escaping from Spider-Man during a scuffle on a getaway boat meant for Gaxton , Octopus traveled throughout the country, committing some of the most spectacular crimes in an attempt to bring Spider-man to confront him. When that failed, Octopus returned to New York, where he hoped to find Spider-Man. After kidnapping Betty Brant, whom Octopus knew Spider-Man had risked his life saving before, he fought Spider-Man on Coney Island, who was suffering from a severe virus attack, and easily defeated and unmasked him as Peter Parker. Falsely realizing that the weak Peter Parker could not be Spider-Man, Octopus left and went on a rampage, releasing zoo animals and finally confronting the "real" Spider-Man, and was defeated when he was trapped in a burning building . Octopus was imprisoned yet again and even a team of specialists found a way to remove his harness. Believed by the prison to be normal again and without power, they placed his tentacles in another part of the facility. It was at this time that Octopus showed that he had mental control over his arms, even when separated from him over short distances. Using this to his advantage, he summoned his tentacles to return to him and escaped from prison. He then deduced that to defeat Spider-man, he could not do it alone. He decided to create a team of villains to destroy Spider-Man, and thus assembled the first Sinister Six to combat Spider-Man. He plotted to kidnap Betty Brant again and make her their hostage. However, Betty was visiting with May Parker at the time, who was also captured and taken hostage. Dr. Octopus treated May so kindly, though, that she remained blissfully unaware she had been kidnapped by the charming villain . Master Planner Following Spider-Man's defeat of the Sinister Six, Octopus assembled another group of costumed underlings and established an undersea base. Calling himself the Master Planner, he embarked on a series of thefts of experimental substances - seeking to further expand his mastery of the atomic sciences. His goal: to develop a radiation ray with which he could rule the world. But his plan was fated to entwine with Spider-Man's: when May fell sick, Peter provided her with a blood transfusion - not realizing the radioactivity in his plasma would kill her. The only substance capable of saving her was the experimental ISO-36. Peter managed to obtain enough money to fund the operation, but the Master Planner's forces hijacked the shipment for their own deadly research. Spider-Man tracked down the Master Planner to his underwater hideout and confronted his foe, revealed to be Doc Ock. After the base was destroyed, Doctor Octopus escaped once more. Spider-Man recovered the ISO-36 and saved Aunt May's life with the aid of Dr. Curt Connors (the Lizard). Doctor Octopus' next scheme involved the theft of the Nullifier, a projector that could disable any device. After two failed attempts, Otto finally succeeded on his third. Turning the Nullifier against Spider-Man, he caused the wall-crawler to lose his memory and told him that they were allies. He then enlisted Spider-Man's help to steal the remaining components for the device. Though the hero had not regained his memory, his instinctive spider-sense persuaded him not to trust Doc Ock, and he defeated him once more. Now imprisoned, with his arms confiscated, Otto again demonstrated that the range of his psionic control over the tentacles had increased to a far greater distance than previously believed. The arms freed him from captivity; after hijacking a plane and exploding it, Doc Ock, believed to be dead, decided to rampage through the city, bringing attention to himself from Spider-man. In the ensuing battle between the two, Doc Ock accidentally knocked over a chimney, which killed George Stacy (the father of Gwen Stacy, the first true love of Spider-Man), who was preventing a child from being crushed by the chimney. Free again, Doc Ock seized upon the Kingpin's absence to gather his forces and launch an all-out gang war against Hammerhead's thugs. But Spider-Man's involvement quickly resulted in Doc Ock's return to prison. While incarcerated, Doctor Octopus learned May Parker had inherited a small Canadian island containing a commercial nuclear reactor. On his release, he set out to woo and marry May. But Hammerhead interrupted the wedding, and the ensuing chase and brawl led to the destruction of the reactor. When Doc Ock went to war with the Owl, Spider-Man and the Black Cat attempted to intervene. Devastated that the confrontation had left the Black Cat near death, a cold-hearted Peter said farewell to his friends before entering what he believed to be his final showdown with Doctor Octopus. Spider-Man's victory was remorseless, and Doc Ock developed a morbid fear of his arachnid foe. Imprisoned in a mental institution, Otto struggled with his overwhelming phobia of Spider-Man. Knowing he could not face his foe directly, Ock's next plan involved the use of biological weapons to kill the entire population of New York. Spider-Man was forced to fake a humiliating defeat lest the city be destroyed, restoring Otto's self-confidence. At one point, a boy named Oliver Osnick ran away from home, having stolen his father's Octopus-like equipment. He intended to become Doctor Octopus' sidekick, which was to be very much ill-fated. After a brief skirmish with Spider-Man, Osnick was returned home, sans tentacles. Still Otto had clearly changed. As a young scientist, he had fallen in love with a fellow researcher, Mary Alice Burke - but his demanding mother jealously sabotaged the relationship. Learning Mary Alice was dying from AIDS, Otto began a desperate search for a cure - stealing research materials to do so. His attempts failed, Mary Alice died, and the villain meekly surrendered to Spider-Man. A world-weary Otto nonetheless escaped from prison. At the time, Spider-Man was dying from a chemical virus. Hoping to one day kill the hero himself, Doc Ock captured and unmasked his foe. Analyzing the virus, Otto offered him a cure. Daring to trust his foe, Peter accepted the mixture and was healed. Death and Resurrection Doctor Octopus was murdered by the insane Peter Parker clone named Kaine. Octavius's student Carolyn Trainer took over as Doctor Octopus #3, until the original was resurrected by a branch of the mystical ninja cult known as the Hand. Although Octavius had discovered Peter Parker's dual identity shortly prior to his death while curing Parker of a lethal virus created by the Vulture, he lost all knowledge of it upon his resurrection. The reason for this was the memories he gained came from a computer chip provided by his associate Carolyn Trainer with his recorded memories. That recent memory had not been recorded at the time of his death. It is uncertain whether or not Trainer had some ulterior motive for remodeling Octavius' mind. In recent years, Octavius attempted to create his own personal assassin in the form of a villainous mutated entity he dubbed "Spider-Woman", and was involved in a plot involving using prosthetic limbs as mind-control devices, to create an army of minions. He has also had to deal with another usurper, in the form of an arrogant-yet-brilliant scientist named Carlyle, who created his own version of Octavius' harness and who tried to kill Octavius, whose power he envied. As far as is recorded, none of the three replacement Doc Ocks are currently active, either due to retirement, jail sentences, or, in Oliver Osnick's case, deciding to emulate Spider-Man instead. Octavius resurfaced in the attempt to kidnap a Palestinian ambassador, in hopes of causing chaos for reasons unknown. His plot was thwarted by Spider-Man and his temporary sidekick the Kiwi Kid. Octavius was then taken into Ryker's Island and was drugged and brainwashed to take down the Green Goblin. He interrupted a battle between Spider-Man and the Green Goblin on the Brooklyn Bridge, and the two villains were struck by lightning and fell into the river below. Octopus was dragged out days later with no memories of the event. Octavius unsuccessfully tries to form and lead another version of the Sinister Six, because Captain America's Secret Avengers managed to defeat the villainous group, although Ock himself eludes authorities. Dr. Octopus is later seen viewing a telecast of Peter Parker revealing himself to be Spider-Man. Ock then goes rampaging throughout the city, in utter disbelief that not only was he beaten numerous times by a teenager, but of the lost opportunity he had when he unmasked Parker. He is again defeated by Spider-Man, who confronts Dr. Octopus unmasked, after two of Peter's students distract Octavius. He is then sent to Baron Zemo's super-villain detention facility and is one of the ex-super villains trying to hunt down the renegade super heroes. Ock abandons the team when he realizes being a part of the Thunderbolts is pointless. However, he was apprehended by S.H.I.E.L.D. and placed into custody. Brand New Day Escaping, Doctor Octopus learns that after all his battles, and injuries suffered, his body is failing, giving him only months left to live. He has now modified himself, to be mentally connected to his own army of miniature octopus robots, and adding four more legs to his harness. His goal then became to use his abilities to take over the utilities of New York City, and turn it into a paradise under his control, though his mind's subconscious also targeted Spider-Man, and disrupted the wedding plans of his ex, Aunt May. Spider-Man and the Human Torch eventually track down his base, save the captive J. Jonah Jameson Sr. (May's fiancee), Carlie Cooper, and Norah Winters, and finally destroy Doctor Octopus' hold over the city. Doctor Octopus is then able to escape (still holding power over his mini-bots) and vows a "terrible revenge". During the "Origin of the Species" storyline, Doctor Octopus assembles a supervillain team consisting of Chameleon, Diablo, Electro, Freak, Hammerhead, Hippo, Lizard, Mister Negative, Morbius, the Living Vampire, Mysterio, Overdrive, Rhino, Sandman, Shocker, Spot, Tombstone, Vermin, and Vulture IV. He tells them to secure specific items and promised they will receive a reward. First, he targets Menace's newborn infant despite Spider-Man's interference as it has pure Goblin Serum in its veins which Doctor Octopus thinks that it would help cure his crippling illness. After Spider-Man grabs the infant from Doctor Octopus, he sends the villains after Spider-Man. Doctor Octopus talks with Chameleon stating that he had placed an Octo-Tracker on Spider-Man in order to track him down. After Chameleon steals the baby from Spider-Man, Doctor Octopus talks with the Chameleon saying that the baby is the first of a new species. Because the serums inside Norman Osborn and Lily Hollister co-mingled when they reproduced, the baby is beyond Octopus' procurement. He refers to it as "Sui Generis" and plans on using the new species' DNA to repair his body. When Spider-Man caught Chameleon, he mentioned that the baby is still alive and that the Lizard stole it from him before it can be handed over to Doctor Octopus. Doctor Octopus was looking for the Lizard when Spider-Man arrived. Spider-Man told Doctor Octopus that they will get the baby back from the Lizard and then fight over who will get it. Spider-Man even mentioned to Doctor Octopus that the Lizard is now in a different appearance. When Doctor Octopus attacks Spider-Man, the Lizard attacks Spider-Man. Spider-Man threatens to attack the Lizard with the Lizard serum if he does not give him the baby. Lizard agrees and reveals that he got a blood sample from the baby and found out that Norman Osborn is not the father. The Lizard then gives the baby to Spider-Man saying that if Osborn is not the father, then the baby is of no use to him. Doctor Octopus then attacks the Lizard while Spider-Man escapes with the baby. Spider-Man, the Avengers, and the Fantastic Four later fight Doctor Octopus and his macro-octobot army. During that time, he had assembled another version of the Sinister Six consisting of Chameleon (who was posing as Steve Rogers), Electro, Mysterio, Rhino, and Sandman in a plot to slip the macro-octobot army into a military base and detonate them. This was prevented by Spider-Man, the Avengers, and the Fantastic Four. After his defeat, Doctor Octopus acknowledges Spider-Man's intellect and no longer considers him as the 'foolish child' he had believed him to be. When Alistair Smythe was having Scorpion, Fly-Girl and some cyborgs attack the launch base where John Jameson is, Doctor Octopus was observing the occurrences with a remote Octobot and uses the machine to assist the astronauts on board as part of his heretofore unknown plans. Ends of the Earth Doc Ock was placed into a robot suit to keep him alive. Most recently, and as a part of Doc Ock's last plan, the Sinister Six defeated the group of genius supervillains called Intelligencia and stole their Zero Cannon, a powerful weapon which change Earth's gravity field to send specific objects to space. In his plan to be remembered as the man who saved Earth, octopus offered the world a chance to stop global warming, using a special device connected with different satellites in orbit. Disguised as Al Gore, Chameleon tried to accelerate the decision of world's leaders about the matter, but was uncovered by Spider-Man, who irrupted the scene along with the Avengers. When the Chameleon was freed, he arrived in the Mediterranean for a meeting with the rest of the team. The Avengers followed them and fought the Sinister Six, but they where all defeated by the villains, save for Electro, who was sent to space by Thor. Using an explosion as a distraction, Silver Sable saved Spider-Man and Black Widow. When they tried to get to one of Octavius manufacturing plants of satellites, they defeated Sandman, but Octavius asked for help to all nations, due his position in the matter, to capture Spider-Man. While Spider-Man and his allies continue to disarm Doc Ock's bases, defeating Rhino in the process, they are attacked by S.H.I.E.L.D. forces before they can capture him and are forced to flee. Octavius asked for help of other super villains to watch over his facilities over the World, but even after Spider-Man tracks down the final one, Octavius reveals he was going to destroy the World anyways, rather than save it. He activated his Octavian Lens, burning half of the World, including Silver Sable's country, Symkaria. But this is revealed to be a trick made by Mysterio (only burning a small portion of a city in Skymaria, while Chameleon uses a robot to fight Spider-Man, after they are defeated, Mysterio is convinced by Spider-Man to help him to catch the Octopus in his base in Guatemala, but Octavius used the mind-controlled Avengers as his new Sinister Six. Spider-Man, Sable and Widow managed to defeat the Avengers, then he and Sable headed to Octavius underwater base. They are faced by Rhino while the base starts to flood, he trapped Sable and left Spider-Man with two choices, to continue to fight him in order to save Sable from drowning (but the Octavius would activate the lenses) or let him drown himself and Sable but stop Octopus. After leaving Sable to her death at her request, Spidey managed to destroy Octavius's arms and equipment before taking his foe away to a doctor. Dying Wish Using a brain-swapping Octobot, Otto Octavius transplanted his mind into the body of his nemesis Spider-Man. He retained all of Peter's memories, and thus was able to fool all of Peter's family and friends, from Mary Jane and Aunt May to the Avengers. Peter's mind, meanwhile, was placed into Octavius' dying body. After realizing Peter, in Doc Ock's body, escaped the Raft, Otto decided to keep every person Peter knew in a safe room in the Stark Tower and waited for Doctor Octopus alone there, by distracting the other Avengers with giant Octobots around the globe, knowing that Peter would seek for help to Tony Stark. Both enemies battled until both fell from the Tower into the ground, fatally wounding Octopus. When Ock tried to use the brain-swapping Octobot, Spider-Man revealed him that he was using a Carbonadium helmet, making his brain totally inaccessible for changing brains. Otto declared his final victory against Parker by giving him a lethal punch which caused Octopus to give his last breaths. Both then discovered that the Octobot managed to connect their minds although it could not swap them, and Peter forced Otto to revive his most suffering experiences and memories as Spider-Man, making him realize the responsibility his power came with. Otto told Peter he did not wanted this, but they could not change bodies back. Finally, Otto promised Peter to continue his legacy both as Spider-Man and Peter Parker. Later, he not only realized he could become a better Spider-Man, but also a better man than who he once was as Doctor Octopus, to become a superior Spider-Man than Peter Parker. Superior Spider-Man After Peter Parker "died", Otto Octavius became the new "Superior" Spider-Man. One of his first actions, after upgrading the spider suit with computerized lenses, was to break into an old base which he had established during his time as Doctor Octopus. The base's defenses were coded to his original DNA, which he no longer possessed due to the body swap, and identified him as an intruder. It was during this battle that he had an epiphany that no matter how brilliant he had believed himself to be, Peter Parker had always defeated him. Spider-Man had always thwarted Doc Ock. Destroying his creations, Otto left the base and fully embraced his new role as Spider-Man. The new Spider-Man battled a new Sinister Six (Boomerang, Overdrive, Shocker, Speed Demon, Beetle, and Living Brain). Later he went on a date with Mary Jane, though she noticed changes in him like drinking alcohol. Peter/Otto defeated the new Sinister Six at Horizon Labs in a swifter, but more aggressive manner. When he was preparing to kill Boomerang he was stopped subconsciously by Peter's mind, still alive in his head. Otto gave the villains to the police upon their arrival. J. Jonah Jameson asked him to help Carlie Cooper with investigate the crimes committed by Vulture's gang. During his journey to Vulture's hideout, Octavius remembered forming the Sinister Six, but was not aware that he enabled Peter to explore his own memories. Octavius confronted Vulture and attempted to bribe him with money to give up crime. Vulture refused the offer from him and had his henchmen attack. Spider-Man discovered the henchmen were children; and recalled his own childhood abuse. Octavius attacked Vulture in a rage until he was subdued. Carlie arrived to find Vulture's brutally injured body, leading to her to become suspicious of Spider-Man's new change of character. Octavius decided to become more efficient and utilize thousands of Spider-Bots to patrol the city thereby getting to crimes that Peter never could in his life. Meanwhile, Massacre fled from Ravencroft , killing Ashley Kafka and the other doctors in the process. After enrolling at Empire State University to get his doctorate, Otto learned of Massacre's escape and decided to pursue him. After rescuing hostages, Otto decided Massacre was beyond redemption and shot him point blank with a pistol despite pleas from Peter's "ghost". When The Avengers caught wind of this, they began to worry over their companion, though Wolverine was quick to vouch for him due to the fact that just about everyone was pushed to a situation like that. However, when Octavius brutally attacked Cardiac, who had decided to steal gear used by Octavius previously to save a little girl's life, the Avengers decided to step in. Despite his actions, the Avengers could not find anything wrong with him and instead placed him on probation. Later, a second encounter with Cardiac had the vigilante reveal that he was stealing the equipment, delivering a pang of guilt towards Octavius, realizing what he had done. He quickly changed his tune and helped save the girl's life. As thanks, she gave him a small plushie she was carrying, her old one being replaced with a Spidey one. However, Octavius' good feelings would go in another direction - the Avengers had missed a strange anomaly that Octavius had spotted and he knew what it was: Peter Parker. Realizing that Parker's memories had allowed a piece of him to survive, he figured it was time for a "Parker-ectomy". Peter attempted to fight back using his right hand which he previously was able to gain control of, before being restrained by the Living Brain. Otto started a mind-wipe, however Peter was able to withstand it, which made Otto decide to confront the Parker fragment directly. While Peter was able to fight against Octopus thanks to the help of his family and friends, Octopus eventually used the memory fragment Peter's fears and doubts which were represented as many of his enemies and attacked Peter's allies. With Peter on the verge of defeat, Otto taunted the fragment by saying how everything would soon end and Peter Parker would be no more, after hearing this, the memory fragment Peter made a last attempt to fight back, saying he was more than just Peter Parker, before becoming Spider-Man by ripping his face like a mask. Surprised, Otto attempted to run, but was caught and overwhelmed by Peter, however when it looked like the fight had changed its course, Otto became his Spider-Man alter-ego as well Otto and Peter fought until Otto finally got the memory fragment to confess his real intention to stop Otto from saving the girl's life which was that he wanted to stop Otto from obtaining the neurolitic scanner, preventing Otto from finding him. Otto once again started the mind-wipe, leaving the memory fragment Peter to face his demise. After finally completing the mind-wipe Otto said "He's gone. And I? I... am... Free!" After defeating Peter Parker, his Spider-Bots inform Otto about a new White Dragon and his thugs fighting Owl's gang. Otto takes down both gangs and brutally beats up White Dragon and Owl. Some thugs escape the fight and are rescued by men who bear the Green Goblin insignia. After the battle, Otto returns to Empire State University for his exam, he bumps into Mary Jane but shrugs her off. Mary Jane wonders why "Peter" left her like that. After this, Otto completes his exam and arranges a date with Anna. Later on during his dinner with Peter's family, Otto reveals his progress in earning his doctorate, but then Aunt May asks "Peter" to stay away from Spider-Man due to his now ruthless attitude, which also sparks an argument between J. Jonah Jameson and J. Jonah Jameson Sr. Otto leaves to his date with Anna where during their conversation, she accidentally trips causing Otto to catch the dry ice that almost fell over her. Thankful for saving her, Anna embraces and kisses Otto, but he's later warned by his Patrol App. Otto is learning in a class at Empire State University reflecting about how in spite of defeating Peter Parker once and for all, he now has to endure the hardships he faced since he failed to get his doctorate. While conversing with Anna Maria Marconi, Otto receives an alert on his cell phone prompting his teacher Don Lamazze to burst into anger because of "Peter's" arrogance. Otto answers the phone call which was from his direct line with Mayor J. Jonah Jameson who asked Spider-Man to supervise the execution of Alistair Smythe the following day believing that he will have an escape plan. Mayor J. Jonah Jameson arrives at the Raft for a final inspection before Alistair Smythe's execution. Mayor J. Jonah Jameson is told that all of the Raft's inmates will be transferred once the Raft is shut down, highlighting the infirmary where Boomerang, Vulture, and Scorpion are being attended. Meanwhile, Otto prepares all the tech he has prepared for his supervision, but his arrogance manages to irritate his boss Max Modell. Otto reflects that while he has become a Superior Spider-Man than Peter Parker, he still has to endure the limitations of his life. The Superior Spider-Man arrives with all of the NYPD Enforcers and a small army of Spider-Bots to prepare the place and then decides to confront Alistair Smythe, who tries to taunt him by mentioning Marla Jameson's death. Since Alistair Smythe is unaware of the mind-swap and that Otto wasn't paying attention due to he remembering his time locked up during his final days as Doctor Octopus, the Superior Spider-Man brushes him off. Mayor J. Jonah Jameson alongside the Superior Spider-Man, his assistant Glory Grant, and Bugle reporter Norah Winters watch the procedure of Alistair Smythe's execution while he claims to be a "better person". The Superior Spider-Man tries to reply that no one would buy that, only to stop himself once he remembers that HE just pulled that trick. After recalling on how Alistair Smythe killed his wife, Mayor J. Jonah Jameson vowed not to leave the Raft until Marla's dying wish is made. After Alistair Smythe's escape, Jameson, Glory Grant, Norah Winters, and the remaining civilians are surrounded by Spider-Man's Spider-Bots and then are informed by Spider-Man (in a pre-recorded hologram) that he has taken measures to counteract any attempt of escape so his Spider-Bots will safeguard them in a force field while the reinforcements arrive, but J. Jonah Jameson refuses to stand still inside the force field, willing to go and help Spider-Man against Alistair Smythe. The Superior Spider-Man is seen fighting Alistair Smythe and is mocking him for being weak in comparison to his father Spencer Smythe. When the Superior Spider-Man says that he has called the Avengers for backup, Alistair Smythe states that he has his own backup as Boomerang, Scorpion, and Vulture show up. The Superior Spider-Man admits that the Mini-Slayers were clever but inadvertently reveals that his countermeasures are being powered by the Raft's Power Generators distracting him at the revelation. Alistair Smythe takes the upper hand until he's narrowly shot down by Mayor J. Jonah Jameson disguised as a Raft guard. The Superior Spider-Man accuses Mayor J. Jonah Jameson of leaving the force field, but Mayor J. Jonah Jameson confronts Spider-Man to tell him he brought him to ensure that Smythe gets executed by any means necessary (implying that he's giving permission to Spider-Man to directly kill him). The Superior Spider-Man accepts and tells Mayor J. Jonah Jameson to go back to the force field with the others. Meanwhile, Glory Grant, Norah Jones and the remaining civilians discuss that the Avengers should be warned of what's happening but Norah replies that before she arrived, the Bugle made a report about them marching into space as well as commenting that if Spider-Man made sure no one leaves the Raft, no one might get in as well, asking what would happen if they're still alive in the event that the force field's power runs out. The Superior Spider-Man hunts Alistair Smythe through his comm system only to discover that he did the same trick and informed his allies (all heading for a full front assault against the Superior Spider-Man) who tries to convince them that Alistair Smythe is using them and will take back their enhancements once he's out. All of them agree that even though that might happen, they'll make the best of the situation against him. Alistair Smythe manages to reach the Raft's generators, destroying them to shut down the power in the entire island, allowing Lizard to escape. Once Alistair Smythe tries to escape, the Superior Spider-Man reminds him about the emergency generators. Alistair Smythe warns the Superior Spider-Man that just like he does with his Spider-Bots, he can see through his Mini-Slayers catching up on Mayor J. Jonah Jameson and the trapped civilians sending their locations to the group. Scorpion rejects it at first, but is easily convinced once Alistair Smythe tells him that one of his targets is Mayor J. Jonah Jameson himself. Scorpion heads for Jonah, Vulture aims at the civilians, and Boomerang stays to fight against Spider-Man who stops him by blocking his Bomb-A-Rangs with his webbing escaping the resulting blast in the process which incapacitates Boomerang. Alistair Smythe warns him that he's still caught in a predicament since Scorpion is heading to his personal vengeance against Jameson and Vulture is ready to kill the group of civilians so he must make a choice only to be surprised when Otto replies that he won't follow any of them. Instead, the Superior Spider-Man is determined to complete his mission of slaying the Spider-Slayer. The Superior Spider-Man battles Alistair Smythe and after a long battle disarming him. Meanwhile, Mayor J. Jonah Jameson is confronted by Scorpion who attempts to kill him. Scorpion is stopped by the Lizard. Jameson and Lizard flee, with Lizard revealing Conner's mind within the Lizard from which J. Jonah Jameson acknowledges. As Alistair Smythe admits defeat and ask Superior Spider-Man for the terms of surrender, The Superior Spider-Man replies by stabbing Alistair Smythe with his own blade, killing him. This also disables Boomerang, Scorpion, and Vulture's upgrades preventing them from killing Jameson and the leaving them injured once again. As the three are subdued, Superior Spider-Man and the others exit the Raft only to be attacked by Alistair Smythe (whose body is being moved via his miniature Slayer robots). Alistair Smythe effortlessly disposes of the guards explaining that his mind is still alive for a few precious moments. Superior Spider-Man tackles Alistair Smythe, leading to them falling off the Raft and on to the shore below. As they struggle, Smythe reveals his final plan to transfer his consciousness into Spider-Man and takeover his life. However, Doctor Octopus had already done this as he had encased his head with armored plating making Alistair Smythe unable to initiate the transfer. As Alistair Smythe expresses confusion on why it did not work, Superior Spider-Man (out of the ear shot of anyone else) tells Smythe he did it before him and revealing his true identity as Otto Octavius. Superior Spider-Man taunts Alistair Smythe as he dies stating Smythe has no legacy as in his final battle he wasn't even fighting the real Spider-Man. Alistair Smythe dies as Superior Spider-Man moves away from the body with his secrets still intact. Later as Superior Spider-Man and the hostages leave the Raft on a boat, Superior Spider-Man bribes J. Jonah Jameson with the recording of J. Jonah Jameson ordering him to execute Smythe in exchange for the Raft as his new headquarters renamed "Spider-Island 2". Superior Spider-Man later is seen ordering uniforms for "Henchman." He even builds an unknown device as he declares this will be his legacy and no one will stand in his way. Hell's Kitchen inhabitant Jamie Maldonado worries on how nobody is doing anything to stop Kingpin and shut down Shadowland. Just then, a quake shakes down the place. Kingpin states that by the Superior Spider-Man's ruthless methods, most of the crime families were taken down with a vacuum to fill. Just then, Shadowland is assaulted by the Superior Spider-Man in a giant Spider-Mech (which he dubs "Arachnauts") and his army of mechs, as part of his plot to take down Shadowland. While in a new costume, the Superior Spider-Man leads his henchmen (called "Spiderlings") to attack the Hand ninjas while the Superior Spider-Man goes after Kingpin and Hobgoblin as they try to escape. The rest of the Spiderlings assist the civilians to clear the area until the work is done. During the battle, the Superior Spider-Man is called by Mayor J. Jonah Jameson, who argues about why he's assaulting Shadowland. The Superior Spider-Man replies that it was about time someone did it and then "asks" Jonah to express his support or he will reveal their conversation from the Raft. The Superior Spider-Man also knows that Kingpin is tampering with his communications line hoping he heard his intentions of taking him down for good. Kingpin acknowledges that he's not the same Spider-Man he once fought and then takes Hobgoblin with him to a secret room where he introduces Smedley Kornfeld, a man Kingpin hired as a doppelganger to use as a decoy for events like this. Kingpin snaps his neck and takes his escape leaving Hobgoblin to fend for himself. Hobgoblin escapes, but he's detected by a Spider-Bot. But to Hobgoblin's surprise, the Spider-Bot engages the Goblin Protocol and ignores him. After the assault on Shadowland, Spider-Man is surrounded by citizens who thank him for his work, and then he reveals to the media that his work was approved by Mayor J. Jonah Jameson (who is extremely angry with Spider-Man's manipulations). The citizens are relieved that Shadowland is gone and with it, the Kingpin's grasp on the people; but a new thug appears, making deals in the alleys, with the Goblin insignia tattooed on his arm. One of the Spider-Bots detects him and again engages the Goblin Protocol and passes by. Afterwards, a group of Hand ninjas arrive to the sewers to be recruited into the Goblin King's new group. They are rejoiced by the news that thanks to Spider-Man's assault, he now owns over the half of New York's organized crime, claiming that he now owns New York City.18 Following the assault on Shadowland, Hobgoblin goes to the Tinkerer and requests immediate upgrades to survive Spider-Man's aggressive campaign. Ty Stone, in hiding under the Tinkerer, does the upgrades, and plans revenge for Hobgoblin's ruining him while working for the Kingpin. Spider-Man notes Hobgoblin escaped without alerting his Spider-Bot sensor net. He increases his hunting for the Goblin, but hurts Peter Parker's life in school, work, and relationships to people in Peter's life. Otto contemplates whether or not to continue being Peter Parker for Spider-Man's sake. After a call from Anna-Maria, Peter (Otto) decides to be a little more humble as Peter, and continue as both Peter and Spider-Man. Meanwhile, Green Goblin tells his men to lay low as he turns off the Goblin Protocol hack in the Web-Net, so Hobgoblin can be found and removed by Spider-Man. After a meeting in school, Peter (Otto) finally confronts Hobgoblin, whose tech fails him as he is battling Spider-Man (as a result of Ty Stone's revenge). He escapes, but Spider-Man managed to put tracers deep enough into Phil Urich's skin to hear his name over the transmitters, but he cannot find him amongst the dense New York populace. To find him and end this quickly, Spider-Man hacks the New York air-waves and outs Phil Urich as Hobgoblin on every channel in New York and gives a call number for people to alert him to where Phil Urich is. Phil, at the Daily Bugle, sees the feeds and realizes he has nowhere to run anymore. | Powers = Spider Physiology: After swapping bodies with Spider-Man, Otto in Peter's body possesses the proportionate powers of a spider, granted to him from an irradiated Common House Spider (Achaearanea tepidariorum) which bit Peter Parker that was apparently already mutated from prior exposure to certain frequencies of radiation and received a final, lethal dose during Parker's attendance of the exhibition. The radioactive, complex mutagenic enzymes in the spider's blood that were transferred at the time of the bite triggered numerous body-wide mutagenic changes within Parker, granting him superhuman strength, speed, toughened flesh, and numerous arachnid-like abilities. Like many superhuman powers, the effectiveness of Spider-Man's abilities varies based on the author and the needs of the story. His powers include: *'Wall-Crawling:' Spider-Man's exposure to the mutated spider venom induced a mutagenic, cerebellum-wide alteration of his engrams resulting in the ability to mentally control the flux of inter-molecular attraction between atomic boundary layers. This overcomes the outer electron shell's normal behavior of mutual repulsion with other outer electron shells and permits the tremendous potential for electron attraction to prevail. The mentally controlled sub-atomic particle responsible for this has yet to be identified. This ability to affect the attraction between surfaces is so far limited to Spider-Man's body (especially concentrated in his hands and feet) and another object, with an upper limit of several tons per finger. At one point, Spider-man was able to prevent Anti-Venom from taking his mask off by making it stick to his face. **'Mark of Kaine': Kaine/Scarlet Spider III, the formerly villainous clone of Spider-Man, has shown the ability to use his wall-crawling abilities in a more offensive manner, burning distinctive scars, known as the Mark of Kaine in the face of his victims. Later Spider-Man himself used a variation of the same ability to escape from The Green Goblin by making his fingertips cling to his face and tearing them away, digging five deep wounds in Norman's face. Despite the obvious offensive potential of such an ability, Peter claims that it is unlikely he will use it again, as it was a move born out of anger and desperation. In later events during the Grim Hunt arc, due to Peter's rage at Sasha Kravinoff over everything she put him and his 'spider family' through, he used his version of the Mark of Kaine on her, ripping the skin off her face in the shape of a hand print, proclaiming "This is from my brother." Limits to this ability seem to be psychosomatic, and the full nature of this ability has yet to be established. *'Superhuman Strength:' Spider-Man possesses superhuman strength enabling him to press lift approximately ten tons. Spider-Man's physical strength is sufficient enough to enable him to lift and throw objects as heavy as a big rig semi truck with ease. He must also pull his punches and kicks unless fighting someone of similar or greater physical durability. Otherwise, his blows would prove fatal to a normal human being. He has demonstrated that he is strong enough to enable him to knock out people with normal durability with as little as a tap to the head. Also during the Secret Invasion, Spider-Man was shown to be able to knock a Tyrannosaurus Rex into unconsciousness in one punch. Spider-Man's physical strength also extends into his legs, enabling him to be able to jump to a height of several stories in a single bound. Spider-Man demonstrated this when he leaped over thirty feet vertically into the air when he first leaped out of the way of an oncoming car; it should also be noted that when he first discovered his powers as a teenager, they had not developed to that of his prime. *'Superhuman Speed:' Spider-Man is capable of running and moving at speeds that are far beyond the natural physical limits of the finest human athlete. Spider-Man has showed to be fast enough to catch up to an accelerating car while on foot, but prefers to travel by webs. *'Superhuman Stamina:' Spider-Man's advanced musculature produces less fatigue toxins during physical activity than an ordinary human. This allows him to exert himself physically for much longer periods of time before fatigue begins to impair him. At his peak, Spider-Man can physically exert himself at his peak capacity for several hours before the build up of fatigue toxins in his blood begins to impair him. Several accounts depict Spider-Man as able to hold his breath for eight minutes or more. *'Superhuman Durability:' Spider-Man's body is physically tougher and more resistant to some types of injury than the body of a normal human. His body is more resistant to impact forces than anything else. He can withstand great impacts, such as falling from a height of several stories or being struck by an opponent with super strength, that would severely injure or kill a normal human with little to no discomfort. Spider-Man's body is durable to the point where tensing his super-strong muscles while being punched in the torso by a trained heavyweight boxer caused the attacker's wrists to break; also, Spider-Man has stated that he must roll with punches thrown by people without similar strength or durability to avoid breaking their wrists. *'Superhuman Agility:' Spider-Man's agility, balance, and bodily coordination are all enhanced to levels that are far beyond the natural physical limits of the finest human athlete. Spider-Man is extraordinarily limber and his tendons and connective tissues are twice as elastic as the average human being's, despite their enhanced strength. He has the combined agility and acrobatic prowess of the most accomplished circus aerialists and acrobats. He can also perform any complicated sequence of gymnastic stunts such as flips, rolls, and springs. He can easily match or top any Olympic record at gymnastics apparatus such as flying rings, climbing ropes, horizontal bars, trampolines. *'Superhuman Equilibrium:' Spider-Man possesses the ability to achieve a state of perfect equilibrium in any position imaginable. He seems able to adjust his position by instinct, which enables him to balance himself on virtually any object, no matter how small or narrow. *'Superhuman Reflexes:' Spider-Man's reflexes are similarly enhanced and are currently about 40 times greater than those of an ordinary human. In combination with his spider-sense, the speed of his reflexes allows him to dodge almost any attack, or even gunfire, if he is far enough away. Spider-Man has even been shown in some cases, to be able to dodge gunfire using just his reflexes without his Spider-Sense. *'Regenerative Healing Factor:' Spider-Man has a limited healing factor. While not on Wolverine's level, it is sufficiently powerful enough to recover from severe injuries from broken bones and large amounts of tissue damage in a matter of days. After getting his powers, he soon found that his eyesight was repaired, discarding his glasses. During a battle with a villain called the Masked Marauder, Spider-Man is rendered completely blind, however after about 2 days his sight was perfect, albeit sensitive for about a day after. *'Foreign Chemical Resistance:' Due to his accelerated metabolism, Spider-Man has a higher tolerance for drugs and diseases than normal humans, and he can recover from the effects of larger doses rapidly. During an encounter with the Swarm, Spider-Man was incapacitated by thousands of bee stings, but recovered in less than 24 hours. His resistance and recovery time to other toxins and diseases varies, but is typically significantly higher than normal. Spider-Man's unique physiology even allowed him to recover from the effects of vampirism. Spider-Man was able to recover completely from acid being spat into his eyes by the new Vulture although the extent of the damage may have been restricted due to his superhuman durability. However, Spider-Man has the normal human tolerance for alcoholic beverages. *'Spider-Sense': Spider-Man possesses an extrasensory "danger" or "spider" sense which warns him of potential immediate danger by the manifestation of a tingling sensation in the back of his skull, and links with his superhuman kinesthetics, enabling him to evade most any injuries, unless he cognitively overrides his automatic reflexes. The precise nature of this sense is unknown. It appears to be a simultaneous clairvoyant response to a wide variety of phenomena (everything from falling safes to speeding bullets to thrown punches), which has given several hundredths of a second warning, which is sufficient time for his reflexes to allow him to avoid injury. The sense also can create a general response on the order of several minutes: he cannot discern the nature of the threat by the sensation. He can, however, discern the severity of the danger by the strength of his response to it. Spider-Man's spider-sense is directional and can guide him to or away from hidden weapons and enemies.Sudden and extreme threats can cause his spider-sense to react with painful intensity. Spider-Man can also sense and dodge attacks directed randomly or by an artificial intelligence. Using his spider-sense to time his enhanced reflexes, Spider-Man can casually dodge attacks up to and including automatic-weapons fire, provided there is sufficient distance. His spider-sense is sufficiently well-linked to his reflexes to the point that a threat can trigger them even when Spider-Man is asleep or stunned. His spider-sense has helped him preserve his secret identity since it alerts him to observers or cameras when changing into or out of his costume. The spider-sense does react to those who Peter does not consider to be a threat, such as Aunt May. Spider-Man can choose to ignore his spider-sense, and distraction or fatigue diminish its effectiveness. Spider-Man's fighting style incorporates the advantage that his "spider-sense" provides him. His body begins to produce more adrenaline after the sense is triggered, an extension of the 'fight or flight syndrome.' Even when he does not have the use of his eyes Spider-Man can still use his Spider Sense in a similar fashion to Daredevil's Radar Sense to help him see by sensing the direction the danger is coming from by listening on the loudest noise around him. This was first used after Spider-Man was temporarily blinded by a device but was recently used again to help see the Vulture after his acidic breath blinded him. While he temporarily lost it during his battle with the Spider-Slayers, it was restored during the Spider-Island story-line. **'Radio Frequency Detection': Peter's spider-sense also enables him to track certain radio frequencies, which he has used to his advantage via his Spider-Tracers. | Abilities = *'Radiation Specialist:' Doctor Octopus is one of the world's leading authorities on nuclear radiation and its effect on animal physiology. *'Engineering:' Doctor Octopus is a brilliant engineer and inventor. Due to his own ability and more recently due to having Peter's memories. *'Leadership:' Doctor Octopus is a superb strategist and a charismatic leader. *'Master Combatant:' Back when he was Doctor Octopus, he was a formidable combatant although he had no formal combat training. After swapping bodies with Spider-Man, he was able to defeat the Sinister Six single-handedly. He has also gained the the ability to use Spider-Man's special martial art style, the "Way of the Spider". | Strength = Otto is capable of lifting approximately 10 tons. Peter's body was formerly able to lift 15 tons during the Queens mutation and then 20 tons during The Other event, prior to Mephisto and Dr.Strange's alteration of reality. | Weaknesses = Unlike many superheroes, Spider-Man does not have a weakness that he is automatically vulnerable to, but in recent years methods have been created to render him vulnerable in combat. *'Spider-Sense Disruption:' Spider-Man's Spider Sense can lose its effectiveness if it is blocked or temporarily weakened by specialized equipment or certain drugs. It also would not trigger if it detects something that is not registered as a threat like the Spider-Man clones or the Venom Symbiote and its offspring and Anti-Venom. When deprived of his spider-sense, Spider-Man becomes vulnerable to surveillance and attack, and web-slinging requires most of his concentration. *'Anti-Venom's Proximity:' Anti-Venom's failed attempt to cure Spider-Man of his radioactive blood resulted in Spider-Man's powers slowly canceling out whenever Anti-Venom is too close to him. Also if Anti-Venom binds him with his own webbing abilities it will also negate Spider-Man's powers until Spider-Man can get it off his body. This weakness no longer applies due to Eddie Brock sacrificing the Anti-Venom Symbiote to cure the population of New York during the Spider-Island story-line. *'Ethyl Chloride:' Perhaps as a side effect of gaining his powers, Spider-Man is susceptible to the pesticide ethyl chloride. This chemical is frequently used as a weapon by the Spider-Slayers. | Equipment = *'Web-Shooters:' Parker's brilliance at physical science allowed him to create web-shooters for use when he became Spider-Man Smartest Superheroes. The twin devices worn on his wrists are able to shoot thin strands of a special "web fluid" at high pressure. **'Web Fluid:' A shear-thinning liquid, virtually solid until a shearing force is applied to it, rendering it fluid, whose exact formula remains unknown, but is rumored to be related to nylon. The web line’s tensile strength is estimated to be 120 pounds per square millimeter of cross section. *'Utility Belt:' Spider-Man keeps a utility belt holding web cartridges and his signature Spider-Signal. *'Spider-Armor MK II:' Peter created version 2.0 of his Spider-Armor to compensate for the loss of his Spider-Sense, due without this ability he can be easily wounded by bullets. This suit is currently in storage in Peter's office at Horizon Labs. *'Spider-Armor MK III:' Created by Peter Parker with Horizon Labs's resources to fight the Sinister Six if needed in a last resort. This suit is currently storage in Peter's office at Horizon Labs. *'Superior Spider-Man Suit:' An updated version of the original Spider-Man costume that features sharp talons on the hands and feet, as well as enhanced lenses in the mask with HUD and tracking abilities.The talon gloves feature retractable talons on his finger-tips and toe tips which can be used for clawing and climbing. After making new ones, Otto can activate the talons faster. *'Spider-Bots:' Spider based versions of Octavius' Octobots used for gathering information across New York City. *'Horizon Labs identi-card:' As Horizon Labs creative engineer, Peter has his own indenti-card. | Transportation = * Spider-Man's main form of transportation is "web swinging" with the aid of his spider-webs. Spider-Man was able to keep pace with Captain Marvel at his best speed, surprising the Kree warrior, although Spidey mentioned it was mostly due to his practice with web swinging over his career. * Spider-Glider: Peter had created his own version of the Goblin Glider and has used it during a recent fight against Equinox. *'Arachnaughts:' Larger versions of his Spider-Bots used for mobility and combat. * Formerly Hover Jet | Weapons = It was also temporarily worn by Spider-Man after Octavius' death, until the Hobgoblin caused it to short-circuit via pumpkin bomb. Spider-Man than proceeded to rip them apart when he lost control. *'Adamantium Harness:' Using Adamantium Octavius created an entirely new indestructible harness, with all of the abilities he had before but with exponentially higher durability. Using this harness he was able to best Iron Man in combat, tearing the hero's armor apart with a defeat so harsh that Tony Stark began to doubt his abilities almost enough to resort back to alcoholism. He knocked the Hulk unconscious and, by Spider-Man's own reckoning, was "holding his own" against the combined forces of himself, the Hulk, the Fantastic Four, Deathlok, Ghost Rider, and Solo, even after the rest of the Sinister Six were defeated or fled. }} | Notes = * At one point, while he was still Doc Ock, he almost married Aunt May. * Otto's phone number is 800-555-7739 and he advertises it as 1-800-555-SPDY. | Trivia = * He was once killed by Kaine but then resurrected by The Hand * The DC Comics super-villain Gorgon of The Extremists is based on Doctor Octopus. * Played by Alfred Molina in the live-action theatrical production of Spider-Man 2. | Links = * Ock's Profile at Spiderfan.org * Spider-man: Classic * The Official Handbook to the Marvel Universe: Spider-man 2004 }} hu:Doktor Oktopusz (Otto Octavius) Category:Technopaths Category:Wallcrawling Category:Tentacles Category:Killed by Kaine Category:Formerly Deceased Category:Spider-Man Villains Category:Living Characters Otto Octavius (Earth-616) Otto Octavius (Earth-616) Otto Octavius (Earth-616) Otto Octavius (Earth-616) Category:Arachnine Form Category:Fantastic Four Villains Category:Characters featured in video games Category:Crimelords Category:Avengers Villains Category:Humans